The offer is an all-share offer with consideration in Awilco Offshore shares. The exchange ratio is 2.31 Petrojack shares for 1 Awilco Offshore share.
Based on the closing price on August 3, 2005 of NOK 33.9 for Awilco Offshore, this corresponds to a price of NOK 14.7 per Petrojack share. This represents a premium of 9.5% to the closing price of NOK 13.4 for Petrojack on August 3, 2005, and a 32% premium to the volume-weighted average price over the last two months of NOK 11.1.
Awilco Offshore on August 3, 2005 acquired a total of 11,942,030 shares in Petrojack and thus already holds 20.7% percent of the issued share capital. The acquisition of these shares is being paid partly through the issuance of new shares in Awilco Offshore and partly in cash (for purchases made in the market). The number of new Awilco Offshore shares to be issued as consideration for these Petrojack shares will be 4,396,983. After the issue of these shares the share capital of Awilco Offshore will be NOK 1,185,303,330 and the total number of outstanding shares will be 118,530,333.
The voluntary offer will be subject to a sufficient level of acceptances for Awilco Offshore to become the owner of more than 90 percent of the shares outstanding in Petrojack. The offer will also be subject to approvals from relevant authorities as well as to a satisfactory due diligence.
The offer period will commence and the necessary documentation will be distributed as soon as practically possible.
Financial advisors to Awilco Offshore in relation to the voluntary offer are Enskilda Securities ASA and Fearnley Fonds ASA and legal advisor is Wiersholm, Mellbye & Bech, advokatfirma AS.
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